What are the roles and responsibilities of the board of directors?
Your board of directors meets regularly to conduct condominium business. Meetings typically occur once a month, though they can happen more or less frequently. The board of directors must ensure the corporation is run in compliance with the Condominium Act, 1998 (the Condo Act). As part of their responsibilities, directors must:
- track your condominium’s financial performance.
- ensure all required maintenance and repairs are carried out
- hire specialists, like engineers, to update the reserve fund study every three years.
- propose changes to condominium by-laws. For these proposed changes to take effect, a majority of unit owners must vote in favour of the changes.
- enact rules to promote the safety, security, and welfare of all owners.
- Provide regular communication with the other owners
The board cannot conduct any business except at a meeting of directors. Further, there must be a quorum at the meeting. A quorum for a directors meeting is a majority of the number of directors. Director meetings don’t have to be face-to-face meetings. A director’s meeting can be held by teleconference.
To be a director, you must:
- be at least 18 years of age
- not be bankrupt
- not have been found incapable of managing property within the meaning of the Substitute Decisions Act or the Mental Health Act
- be an individual
- not been found to be incapable by any court in Canada or elsewhere
- have complied with the required disclosure obligations
It is also important to note that a condominium corporation’s by-laws may impose additional qualifications for candidates seeking election to the board of directors. For example, a condominium corporation’s by-laws may require that a director be an owner of a unit in the condominium corporation.
Effective November 1, 2017, directors of condominium corporations, as well as candidates for director positions, must make certain disclosures. Once a person is elected to a board, he or she is subject to ongoing disclosure requirements for the duration of the term. Failure to meet these requirements will immediately disqualify someone from being a director.
How to elect people to the board of directors?
At every AGM, one or two director terms expire. That means other residents can run for a seat on the board. The process for electing directors depends on your condominium’s by-laws and rules.
If you want to run for a position on the board, you should notify the board ahead of the AGM. Your name will then be included in the AGM package sent to residents before the meeting. However, you can still stand for election the day of the meeting.
At the AGM, candidates will be able to introduce themselves. You will then be able to vote for them. When you vote for new directors, consider:
- the information you have about the candidates;
- speaking with the candidates directly; and,
- discussing candidates with your neighbours.
Subject to the by-laws, the directors elect the president and secretary from among themselves.
The board must have at least 3 directors. An odd number of directors helps prevent stalemates during board votes. The number of directors is specified in the condo declarations. The term for a board member can be up to three years. Terms are typically set so that they don’t all expire at the same time. This helps ensure that there is always an experienced director on the board.
What training is available for condominium board members?
Effective November 1, 2017 directors elected or appointed on or after November 1, 2017 are required to take online training offered by the Condominium Authority of Ontario. It is expected that the training can be completed in about three hours.
Director Removal by Owners
Directors are responsible under section 37 (1) of the Condo Act to exercise their power or carry out their duties for the condo corporation with a standard of care. This means directors have a duty under the Condo Act to:
- Act honestly and in good faith; and
- Exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.
A condo corporation may encounter a situation in which the owners feel that they are not being served by having a certain director on their board, either due to a director not doing their job, or a director acting in a manor inappropriate for someone in that position. In these situations, the Condo Act does allow for the removal of a director by the owners before their term is scheduled to end.
Section 33 (1) of the Condo Act states that a director may be removed by a vote of the owners at a meeting called for that purpose (i.e., an owner requisitioned meeting). The director will be removed if, at this meeting, the owners of more than 50 per cent of all the units in the condo corporation vote in favour of removal. Section 33 (2) of the Condo Act allows the owners to, at the same meeting, elect any person qualified to be a member of the board and serve the remaining term of the director who has been removed, according to the condo corporation’s by-laws dealing with the election of directors.